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EXHIBIT 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 735-8600
Facsimile (212) 735-8708
September 8, 2000
Take-Two Interactive Software, Inc.
575 Broadway
New York, New York 10012
Re: Registration Statement on Form S-3
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Dear Sirs:
We refer to a Registration Statement on Form S-3 (the "Registration
Statement") filed by you, Take-Two Interactive Software, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), with the Securities and Exchange Commission thereby
registering an aggregate of 2,016,747 shares of common stock, $.01 par value per
share (the "Common Stock"), of which (i) 1,565,000 shares (the "Shares") are
being registered for resale by certain selling stockholders of the Company and
(ii) 451,747 shares (the "Warrant Shares") are being registered for resale upon
the exercise of warrants (the "Warrants") issued to certain securityholders of
the Company.
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Shares have been duly and validly authorized and issued and
are fully paid and nonassessable.
2. The Warrant Shares have been duly and validly authorized and
when sold, paid for and issued upon the exercise of the Warrants
in accordance with the terms of the Warrants, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in the above-mentioned
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
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MORRISON COHEN SINGER & WEINSTEIN, LLP
